Exhibit 4.10
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of March 13, 2002
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among DRESSER, INC., a
Delaware corporation (the "U.S. BORROWER") and D.I. LUXEMBOURG S.A.R.L., a
corporation organized and existing under the laws of Luxembourg (the "EURO
BORROWER", and, collectively with the U.S. Borrower, the "BORROWERS"), DEG
ACQUISITIONS, LLC, a limited liability company organized and existing under the
laws of Delaware (the "PARENT"), the Subsidiary Guarantors parties to the Credit
Agreement referred to below (the "SUBSIDIARY GUARANTORS"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS") and MORGAN STANLEY SENIOR
FUNDING, INC., as agent (the "AGENT") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Parent, the Subsidiary Guarantors, the
Lenders and the Agent have entered into a Credit Agreement dated as of April 10,
2001 (as amended, supplemented or otherwise modified through the date hereof,
the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend
the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 3, hereby amended as follows:
(a) The definitions of "Appropriate Lender", "Defaulted
Amount", "Equivalent", "Initial Issuing Bank", "Issuing Bank", "Lender
Party", "Letter of Credit Advance", "Letter of Credit Commitment",
"Letter of Credit Facility", "Required Lenders", "Termination Date",
"Total Debt/EBITDA Ratio" and "Unused Revolving Credit Commitment" in
Section 1.01 are amended in full to read as follows:
'"APPROPRIATE LENDER" means, at any time, with
respect to (a) any of the Tranche A U.S. Term, Tranche A Euro
Term, Tranche B Term or Revolving Credit Facilities, a Lender
that has a Commitment with respect to such Facility at such
time, (b) the Swing Line Facility, (i) the Swing Line Bank and
(ii) if the other Revolving Credit Lenders have made Swing
Line Advances pursuant to Section 2.02(b) that are outstanding
at such time, each such other Revolving Credit Lender and (c)
the Letter of Credit Facility, (i) any Issuing Bank and (ii)
if the other Revolving Credit Lenders have made Letter of
Credit Advances
pursuant to Section 2.03(c) that are outstanding at such time,
each such other Revolving Credit Lender.
"DEFAULTED AMOUNT" means, with respect to any Lender
Party at any time, any amount required to be paid by such
Lender Party to any Agent or any other Lender Party hereunder
or under any other Loan Document at or prior to such time that
has not been so paid as of such time, including, without
limitation, any amount required to be paid by such Lender
Party to (a) the Swing Line Bank pursuant to Section 2.02(b)
to purchase a portion of a Swing Line Advance made by the
Swing Line Bank, (b) any Issuing Bank pursuant to Section
2.03(c) to purchase a portion of a Letter of Credit Advance
made by such Issuing Bank, (c) the Administrative Agent
pursuant to Section 2.02(e) to reimburse the Administrative
Agent for the amount of any Advance made by the Administrative
Agent for the account of such Lender Party, (d) any other
Lender Party pursuant to Section 2.15 to purchase any
participation in Advances owing to such other Lender Party and
(e) any Agent or any Issuing Bank to reimburse such Agent or
such Issuing Bank for such Lender Party's ratable share of any
amount required to be paid by the Lender Parties to such Agent
or such Issuing Bank. In the event that a portion of a
Defaulted Amount shall be deemed paid pursuant to Section
2.15(b), the remaining portion of such Defaulted Amount shall
be considered a Defaulted Amount originally required to be
paid hereunder or under any other Loan Document on the same
date as the Defaulted Amount so deemed paid in part.
"EQUIVALENT" in Dollars of any Applicable Letter of
Credit Currency (other than Dollars) on any date means the
equivalent in Dollars of such Applicable Letter of Credit
Currency determined by using the quoted spot rate at which the
Administrative Agent's principal office in New York City
offers to exchange Dollars for such Applicable Letter of
Credit Currency in New York City prior to 4:00 P.M. (New York
City time) (unless otherwise indicated by the terms of this
Agreement) on such date, and the "EQUIVALENT" in Euros of any
Dollars means the equivalent in Euros of such Dollars
determined by using the quoted spot rate at which the
Administrative Agent's principal office in New York City
offers to exchange Euros for Dollars in New York City prior to
4:00 P.M. (New York City time) (unless otherwise indicated by
the terms of this Agreement) on such date.
"INITIAL ISSUING BANKS" means each bank listed on
Schedule I hereto that has a Letter of Credit Commitment.
"ISSUING BANKS" means each Initial Issuing Bank and
any other financial institution approved as an Issuing Bank by
the Administrative Agent and any Eligible Assignee to which
all or a portion of a Letter of Credit Commitment hereunder
has been assigned pursuant to Section 9.07 so long as such
Eligible Assignee expressly agrees to perform in accordance
with their terms all of the obligations that by the terms of
this Agreement are required to be performed by it as an
Issuing Bank and notifies the Administrative Agent of its
Applicable
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Lending Office and the amount of its Letter of Credit
Commitment (which information shall be recorded by the
Administrative Agent in the Register), for so long as such
Initial Issuing Bank, Revolving Credit Lender or Eligible
Assignee, as the case may be, shall have a Letter of Credit
Commitment.
"LENDER PARTY" means any Lender, any Issuing Bank or
the Swing Line Bank.
"LETTER OF CREDIT ADVANCE" means an advance made by
any Issuing Bank or any Revolving Credit Lender pursuant to
Section 2.03(c).
"LETTER OF CREDIT COMMITMENT" means, with respect to
any Issuing Bank at any time, the amount set forth opposite
such Issuing Bank's name on Schedule I hereto under the
caption "Letter of Credit Commitment" or, if such Issuing Bank
has entered into one or more Assignment and Acceptances, set
forth for such Issuing Bank in the Register maintained by the
Administrative Agent pursuant to Section 9.07(d) as such
Issuing Bank's "Letter of Credit Commitment", as such amount
may be reduced at or prior to such time pursuant to Section
2.05.
"LETTER OF CREDIT FACILITY" means, at any time, an
amount equal to the lesser of (a) the aggregate amount of the
Issuing Banks' Letter of Credit Commitments at such time and
(b) U.S.$75,000,000, as such amount may be reduced at or prior
to such time pursuant to Section 2.05.
"REQUIRED LENDERS" means, at any time, Lenders owed
or holding at least a majority in interest of the aggregate
principal amount (based, in the case of the Tranche A Euro
Term Facility, any Letter of Credit denominated in an
Applicable Letter of Credit Currency other than Dollars and
any Letter of Credit Advance denominated in an Applicable
Letter of Credit Currency other than Dollars, on the
Equivalent in Dollars at such time) of the sum of (a) the
aggregate principal amount of the Advances outstanding at such
time, (b) the aggregate Available Amount of all Letters of
Credit outstanding at such time, (c) the aggregate unused
Commitments under all Facilities (other than the Revolving
Credit Facility, the Swing Line Facility or the Letter of
Credit Facility) at such time and (d) the aggregate Unused
Revolving Credit Commitments at such time; provided, however,
that, if any Lender shall be either (i) a Defaulting Lender or
(ii) an Affiliate of any Loan Party at such time, there shall
be excluded from the determination of Required Lenders at such
time (A) the aggregate principal amount (based, to the extent
applicable, on the Equivalent in Dollars at such time) of the
Advances owing to such Lender (in its capacity as a Lender)
and outstanding at such time, (B) such Lender's Pro Rata share
of the aggregate Available Amount of all Letters of Credit
outstanding at such time, (C) the aggregate unused Commitments
of such Lender under all Facilities (other than the Revolving
Credit Facility, the Swing Line Facility or the Letter of
Credit Facility) at such time and (D) the Unused Revolving
Credit Commitment of such Lender at such time. For purposes of
this definition, the aggregate principal amount of Swing Line
Advances owing to the Swing Line Bank and of Letter of Credit
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Advances owing to any Issuing Bank and the Available Amount of
each Letter of Credit shall be considered to be owed to the
Revolving Credit Lenders ratably in accordance with their
respective Revolving Credit Commitments.
"TERMINATION DATE" means the earlier of (a) the date
of termination in whole of the Revolving Credit Commitments,
the Letter of Credit Commitments, the Tranche A U.S. Term
Commitments, the Tranche A Euro Term Commitments and the
Tranche B Term Commitments pursuant to Section 2.05 or Section
6.01 and (b)(i) for purposes of the Revolving Credit Facility,
the Letter of Credit Facility, the Tranche A U.S. Term
Facility and the Tranche A Euro Term Facility, April 10, 2007,
and (ii) for purposes of the Tranche B Term Facility and for
all other purposes, April 10, 2009.
"TOTAL DEBT/EBITDA RATIO" means, for any period, the
ratio of (A) the sum of (i) Consolidated Debt for Borrowed
Money of the U.S. Borrower and its Subsidiaries on the last
day of such period, and (ii) without duplication, for the U.S.
Borrower and its Subsidiaries, determined on a Consolidated
basis, the aggregate amount of the liquidation preference with
respect to any Preferred Interests that are not Qualified
Preferred Stock issued and outstanding on the last day of such
period to (B) Consolidated Pro Forma Adjusted EBITDA of the
U.S. Borrower and its Subsidiaries for the four fiscal quarter
period ending on the last day of such period, provided that
(i) for any calculation for any period ending on or prior to
December 31, 2003, there shall be excluded, solely for the
purpose of the calculation of Consolidated Debt for Borrowed
Money for this definition, any cash or Cash Equivalents held
by the U.S. Borrower or any of its Subsidiaries on the last
day of such period and (ii) for any calculation for any period
ending after December 31, 2003, there shall be excluded,
solely for the purpose of the calculation of Consolidated Debt
for Borrowed Money for this definition, any cash or Cash
Equivalents held by the U.S. Borrower or any of its
Subsidiaries on the last day of such period so long as the
aggregate principal amount of Revolving Credit Advances,
Letter of Credit Advances and Swing Line Advances outstanding
on such last day shall not exceed the amount of the Swing Line
Facility on such last day.
"UNUSED REVOLVING COMMITMENT" means, with respect to
any Revolving Credit Lender at any time, (a) such Lender's
Revolving Credit Commitment at such time minus (b) the sum of
(i) the aggregate principal amount of all Revolving Credit
Advances made by such Lender and outstanding at such time plus
(ii) such Lender's Pro Rata Share of (A) the aggregate
Available Amount of all Letters of Credit outstanding at such
time (based, in the case of any Letter of Credit denominated
in an Applicable Letter of Credit Currency other than Dollars
on the Equivalent in Dollars at such time), (B) the aggregate
principal amount of all Letters of Credit Advances made by the
Issuing Banks pursuant to Section 2.03(c) and outstanding at
such time (based, in the case of any Letter of Credit Advance
denominated in an Applicable Letter of Credit Currency other
than Dollars, on the Equivalent in Dollars at such time) and
(C) the Swing Line Reserve at such time."
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(b) Section 1.01 is further amended by inserting the following
definitions in appropriate alphabetical order:
"APPLICABLE LETTER OF CREDIT CURRENCY" means Dollars,
Euros and, to the extent that an Issuing Bank agrees (in its
sole discretion) in connection with an issuance of Letters of
Credit, any other freely traded and transferable currency.
"ASSET SECURITIZATION" means a structured receivables
financing transaction entered into by the U.S. Borrower and
its Subsidiaries provided that (a) the monetary Obligations of
the U.S. Borrower and its Subsidiaries in respect of the Asset
Securitization shall be non-recourse to any Loan Party (other
than such recourse as is customary in receivables
securitization transactions of this type), (b) the
documentation relating to the Asset Securitization shall be in
form and substance reasonably satisfactory to the
Administrative Agent, (c) the U.S. Borrower and its
Subsidiaries shall have received in cash from the initial
transfer of the Securitization Receivables in connection with
such structured receivables financing Net Cash Proceeds in an
amount at least equal to 70% of the aggregate principal amount
of the Securitization Receivables so transferred, and (d) the
Administrative Agent shall be reasonably satisfied that all
amounts relating to the Securitization Receivables shall not
be commingled with cash or other amounts of the Borrowers and
their respective Subsidiaries and that all amounts paid in
respect of such Securitization Receivables shall be deposited
into one or more lockboxes or other bank accounts in which no
other funds are deposited on terms and conditions reasonably
satisfactory to the Administrative Agent.
"HIGH YIELD ADD-ON PROCEEDS" means an amount equal to
the lesser of (i) U.S. $100,000,000 and (ii) 50% of the gross
cash proceeds from the first issuance by the U.S. Borrower
after March 1, 2002 of Senior Subordinated Debt to the extent
that the Net Cash Proceeds of such issuance are applied to
permanently reduce the Facilities hereunder, without taking
into account any portion of accrued interest with respect to
such Senior Subordinated Debt pre-funded by the holders
thereof.
"RECEIVABLES SUBSIDIARY" means a Subsidiary of the
U.S. Borrower that conducts no business other than the Asset
Securitization and activities incidental thereto.
"SECURITIZATION RECEIVABLES" means, initially, all
receivables of the U.S. Borrower and its Subsidiaries (the
"ORIGINATOR") of the type described on Schedule IV hereto. For
the avoidance of doubt, Securitization Receivables shall
include amounts owing to the Originator in respect of products
sold and/or services rendered by the Originator, in all cases
regardless of whether such receivables are characterized as
accounts receivable, general intangibles or otherwise, and
shall include certain related rights described in the
documentation approved by the Administrative Agent in
connection with the Asset Securitization."
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(c) Section 2.01(f) is amended in full to read as follows:
"(f) The Letters of Credit. Each Issuing Bank
severally agrees, on the terms and conditions hereinafter set
forth, to issue (or cause its Affiliate that is a commercial
bank to issue on its behalf) letters of credit (the "LETTERS
OF CREDIT") in an Applicable Letter of Credit Currency for the
account of the U.S. Borrower from time to time on any Business
Day during the period from the date hereof until 5 days before
the Termination Date in an aggregate Available Amount (i) for
all Letters of Credit (in the case of a Letter of Credit
issued in an Applicable Letter of Credit Currency other than
Dollars, the Equivalent in Dollars of such Applicable Letter
of Credit Currency) not to exceed at any time the lesser of
(x) the Letter of Credit Facility at such time and (y) such
Issuing Bank's Letter of Credit Commitment at such time and
(ii) for each such Letter of Credit (in the case of a Letter
of Credit issued in an Applicable Letter of Credit Currency
other than Dollars, the Equivalent in Dollars of such
Applicable Letter of Credit Currency) not to exceed the Unused
Revolving Credit Commitments of the Revolving Credit Lenders
at such time. No Letter of Credit shall have an expiration
date (including all rights of the U.S. Borrower or the
beneficiary to require renewal) later than 5 days before the
Termination Date and (A) in the case of a Standby Letter of
Credit, 25 months after the date of issuance thereof, but may
by its terms be renewable annually upon notice (a "NOTICE OF
RENEWAL") given to the Issuing Bank that issued such Standby
Letter of Credit and the Administrative Agent on or prior to
any date for notice of renewal set forth in such Letter of
Credit but in any event at least three Business Days prior to
the date of the proposed renewal of such Standby Letter of
Credit and upon fulfillment of the applicable conditions set
forth in Article III unless such Issuing Bank has notified the
U.S. Borrower (with a copy to the Administrative Agent) on or
prior to the date for notice of termination set forth in such
Letter of Credit but in any event at least 30 Business Days
prior to the date of automatic renewal of its election not to
renew such Standby Letter of Credit (a "NOTICE OF
TERMINATION") and (B) in the case of a Trade Letter of Credit,
180 days after the date of issuance thereof; provided that the
terms of each Standby Letter of Credit that is automatically
renewable annually shall (x) require the Issuing Bank that
issued such Standby Letter of Credit to give the beneficiary
named in such Standby Letter of Credit notice of any Notice of
Termination, (y) permit such beneficiary, upon receipt of such
notice, to draw under such Standby Letter of Credit prior to
the date such Standby Letter of Credit otherwise would have
been automatically renewed and (z) not permit the expiration
date (after giving effect to any renewal) of such Standby
Letter of Credit in any event to be extended to a date later
than 5 days before the Termination Date. If either a Notice of
Renewal is not given by the U.S. Borrower or a Notice of
Termination is given by the relevant Issuing Bank pursuant to
the immediately preceding sentence, such Standby Letter of
Credit shall expire on the date on which it otherwise would
have been automatically renewed; provided, however, that even
in the absence of receipt of a Notice of Renewal the relevant
Issuing Bank may in its discretion, unless instructed to the
contrary by the Administrative Agent or the U.S. Borrower,
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deem that a Notice of Renewal had been timely delivered and in
such case, a Notice of Renewal shall be deemed to have been so
delivered for all purposes under this Agreement.
Notwithstanding the foregoing, any Letter of Credit may expire
after the Termination Date if on or prior to the Termination
Date (i) it is cash collateralized in an amount equal to (A)
105% of the amount of such Letter of Credit, plus (B) any
additional amounts owing under such Letter of Credit, (ii) a
"back-stop" letter of credit is issued in respect of such
Letter of Credit on terms and from an issuer satisfactory to
the Issuing Bank thereof and the Administrative Agent or (iii)
other arrangements are made that are satisfactory to each
Revolving Credit Lender, the Issuing Bank thereof and the
Administrative Agent. Within the limits of the Letter of
Credit Facility, and subject to the limits referred to above,
the U.S. Borrower may request the issuance of Letters of
Credit under this Section 2.01(f), repay any Letter of Credit
Advances resulting from drawings thereunder pursuant to
Section 2.03(c) and request the issuance of additional Letters
of Credit under this Section 2.01(f)."
(d) Section 2.02(a) is amended by deleting the proviso at the
end thereof and replacing it with the following new proviso:
"provided, however, that, in the case of any
Revolving Credit Borrowing, the Administrative Agent shall
first make a portion of such funds equal to the aggregate
principal amount of any Letter of Credit Advances made by any
Issuing Bank and by any other Revolving Credit Lender and
outstanding on the date of such Revolving Credit Borrowing,
plus interest accrued and unpaid thereon to and as of such
date, available to such Issuing Bank and such other Revolving
Credit Lenders for repayment of such Letter of Credit
Advances."
(e) Section 2.03 is amended in full to read as follows:
"SECTION 2.03. Issuance of and Drawings and
Reimbursement Under Letters of Credit. (a) Request for
Issuance. Each Letter of Credit shall be issued upon notice,
given not later than 11:00 A.M. (New York City time) on the
tenth Business Day prior to the date of the proposed issuance
of such Letter of Credit, by the U.S. Borrower to any Issuing
Bank, which shall give to the Administrative Agent and each
Revolving Credit Lender prompt notice thereof by telex or
telecopier. Each such notice of issuance of a Letter of Credit
(a "NOTICE OF ISSUANCE") shall be by telephone, confirmed
immediately in writing, or telex or telecopier, specifying
therein the requested (A) date of such issuance (which shall
be a Business Day), (B) Available Amount of such Letter of
Credit and the Applicable Letter of Credit Currency in which
the requested Letters of Credit is to be issued, (C)
expiration date of such Letter of Credit and whether such
Letter of Credit is a Trade Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E)
form of such Letter of Credit, and shall be accompanied by
such application and agreement for letter of credit as such
Issuing Bank may specify to the U.S. Borrower for use in
connection with such requested Letter of Credit (a "LETTER OF
CREDIT AGREEMENT"). If (x) the requested form of such Letter
of Credit is acceptable to such Issuing Bank in its sole
discretion, (y) such Issuing
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Bank has not received notice of objection asserting that the
conditions contained in Section 3.02 have not been satisfied
to such issuance from Lenders holding at least a majority of
the Revolving Credit Commitments and (z) the issuance of the
requested Letter of Credit is within the limits of Section
2.01(f), such Issuing Bank will, upon fulfillment of the
applicable conditions set forth in Article III, make such
Letter of Credit available to the U.S. Borrower at its office
referred to in Section 8.02 or as otherwise agreed with the
U.S. Borrower in connection with such issuance. In the event
and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions
of this Agreement shall govern.
(b) Letter of Credit Reports. Each Issuing Bank shall
furnish to the Administrative Agent (who will promptly
thereafter furnish to each Revolving Credit Lender) on the
first Business Day of each week a written report summarizing
issuance and expiration dates of Letters of Credit issued by
such Issuing Bank during the previous week and drawings during
such week under all Letters of Credit and the average daily
aggregate Available Amount during the preceding week of all
Letters of Credit issued by such Issuing Bank.
(c) Drawing and Reimbursement. The payment by any
Issuing Bank of a draft drawn under any Letter of Credit shall
constitute for all purposes of this Agreement the making by
such Issuing Bank of a Letter of Credit Advance, which shall
be a Base Rate Advance, in the amount of such draft. Upon
written demand by any Issuing Bank with an outstanding Letter
of Credit Advance to the Administrative Agent requesting
reimbursement from each Revolving Credit Lender for such
outstanding Letter of Credit Advance, the Administrative Agent
shall immediately send notice of such reimbursement demand by
facsimile to each Revolving Credit Lender. Upon receipt of
such reimbursement demand from the Administrative Agent, each
Revolving Credit Lender shall purchase from such Issuing Bank,
and such Issuing Bank shall sell and assign to each such
Revolving Credit Lender, such Lender's Pro Rata Share of such
outstanding Letter of Credit Advance as of the date of such
purchase (based, in the case of any Letter of Credit Advance
denominated in an Applicable Letter of Credit Currency other
than Dollars, on the Equivalent in Dollars at such time), by
making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of such
Issuing Bank, by deposit to the Administrative Agent's
Account, in same day funds, an amount equal to the portion of
the outstanding principal amount of such Letter of Credit
Advance to be purchased by such Revolving Credit Lender
(based, in the case of any Letter of Credit Advance
denominated in an Applicable Letter of Credit Currency other
than Dollars, on the Equivalent in Dollars at such time).
Promptly after receipt thereof, the Administrative Agent shall
transfer such funds to such Issuing Bank. The U.S. Borrower
hereby agrees to each such sale and assignment. Each Revolving
Credit Lender agrees to purchase its Pro Rata Share of an
outstanding Letter of Credit Advance on (i) the Business Day
on which demand therefor is made by the Issuing Bank which
made such Advance, provided that notice of such demand is
given to the Administrative Agent not later than 11:00 A.M.
(New York City
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time) on such Business Day, or (ii) the first Business Day
next succeeding such demand if notice of such demand is given,
to the Administrative Agent after such time. Upon any such
assignment by an Issuing Bank to any Revolving Credit Lender
of a portion of a Letter of Credit Advance, such Issuing Bank
represents and warrants to such other Lender that such Issuing
Bank is the legal and beneficial owner of such interest being
assigned by it, free and clear of any liens, but makes no
other representation or warranty and assumes no responsibility
with respect to such Letter of Credit Advance, the Loan
Documents or any Loan Party. If and to the extent that any
Revolving Credit Lender shall not have so made the amount of
such Letter of Credit Advance available to the Administrative
Agent, such Revolving Credit Lender agrees to pay to the
Administrative Agent forthwith on demand such amount together
with interest thereon, for each day from the date of demand by
such Issuing Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate for its
account or the account of such Issuing Bank, as applicable. If
such Lender shall pay to the Administrative Agent such amount
for the account of such Issuing Bank on any Business Day, such
amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business
Day for purposes of this Agreement, and the outstanding
principal amount of the Letter of Credit Advance made by such
Issuing Bank shall be reduced by such amount on such Business
Day.
(d) Failure to Make Letter of Credit Advances. The
failure of any Lender to make the Letter of Credit Advance to
be made by it on the date specified in Section 2.03(c) shall
not relieve any other Lender of its obligation hereunder to
make its Letter of Credit Advance on such date, but no Lender
shall be responsible for the failure of any other Lender to
make the Letter of Credit Advance to be made by such other
Lender on such date."
(f) Section 2.04(e) is amended in full to read as follows:
"(e) Swing Line Advances. The U.S. Borrower shall
repay to the Administrative Agent for the account of the Swing
Line Bank and each other Revolving Credit Lender that has made
a Swing Line Advance the outstanding principal amount of each
Swing Line Advance made by each of them on the earlier of the
tenth day after the date on which such Advance was made and
the Termination Date in respect of the Revolving Credit
Facility, provided, to the extent the U.S. Borrower shall not
have repaid such Swing Line Advance on the tenth day after the
date on which such Advance was made, such Swing Line Advance
shall automatically convert into a Revolving Credit Advance,
accruing interest at the Base Rate."
(g) Section 2.04(f) is amended in full as follows:
"(f) Letter of Credit Advances. (i) The U.S. Borrower
shall repay to the Administrative Agent for the account of
each Issuing Bank and each other Revolving Credit Lender that
has made a Letter of Credit Advance on the earlier
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of the tenth day after the date on which such Advance was made
and the Termination Date the outstanding principal amount of
each Letter of Credit Advance made by each of them, provided,
to the extent the U.S. Borrower shall not have repaid such
Letter of Credit Advance on the tenth day after the date on
which such Advance was made, such Letter of Credit Advance
shall automatically convert into a Revolving Credit Advance
(based, in the case of Letter of Credit Advance denominated in
an Applicable Letter of Credit Currency other than Dollars, on
the Equivalent in Dollars at such time), which shall be a Base
Rate Advance.
(ii) The Obligations of the U.S. Borrower under this
Agreement, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit shall
be unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement, such Letter of
Credit Agreement and such other agreement or instrument under
all circumstances, including, without limitation, the
following circumstances (it being understood that any such
payment by the U.S. Borrower is without prejudice to, and does
not constitute a waiver of, any rights the U.S. Borrower might
have or might acquire as a result of the payment by any
Issuing Bank of any draft or the reimbursement by the U.S.
Borrower thereof):
(A) any lack of validity or enforceability
of any Loan Document, any Letter of Credit Agreement,
any Letter of Credit or any other agreement or
instrument relating thereto (all of the foregoing
being, collectively, the "L/C RELATED Documents");
(B) any change in the time, manner or place
of payment of, or in any other term of, all or any of
the Obligations of the U.S. Borrower in respect of
any L/C Related Document or any other amendment or
waiver of or any consent to departure from all or any
of the L/C Related Documents;
(C) the existence of any claim, set-off,
defense or other right that the U.S. Borrower may
have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for
which any such beneficiary or any such transferee may
be acting), any Issuing Bank or any other Person,
whether in connection with the transactions
contemplated by the L/C Related Documents or any
unrelated transaction;
(D) any statement or any other document
presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or
inaccurate in any respect;
(E) payment by any Issuing Bank under a
Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the
terms of such Letter of Credit;
10
(F) any exchange, release or non-perfection
of any Collateral or other collateral, or any release
or amendment or waiver of or consent to departure
from the Guaranty or any other guarantee, for all or
any of the Obligations of the U.S. Borrower in
respect of the L/C Related Documents; or
(G) any other circumstance or happening
whatsoever, whether or not similar to any of the
foregoing, including, without limitation, any other
circumstance that might otherwise constitute a
defense available to, or a discharge of, the U.S.
Borrower or a guarantor."
(h) Section 2.06(b)(v) is amended by adding the word
"relevant" immediately before the phrase "Issuing Bank" in the last
sentence thereof.
(i) Section 2.08(c) is amended in full to read as follows:
"(c) Letter of Credit Fees, Etc. (i) The U.S.
Borrower shall pay to the Administrative Agent for the account
of each Revolving Credit Lender a commission, payable in
arrears quarterly on the last day of each March, June,
September and December, commencing June 30, 2001, and on the
earliest to occur of the full drawing, expiration, termination
or cancellation of any Letter of Credit and on the Termination
Date, on such Lender's Pro Rata Share of the average daily
aggregate Available Amount during such quarter, at a rate
equal to the then Applicable Margin for Eurodollar Rate
Advances under the Revolving Credit Facility.
(ii) The U.S. Borrower shall pay to each Issuing
Bank, for its own account, (A) an issuance fee for each Letter
of Credit in an amount equal to 0.125% of the Available Amount
of such Letter of Credit on the date of issuance thereof,
payable on such date, or such other amount as the U.S.
Borrower and such Issuing Bank may agree and (B) such other
commissions, fronting fees, transfer fees and other fees and
charges in connection with the issuance or administration of
each Letter of Credit as the U.S. Borrower and such Issuing
Bank shall agree."
(j) Section 2.15(b)(ii) is amended in full to read as follows:
"(ii) second, to the Issuing Banks and the Swing Line
Bank for any Defaulted Amounts then owing to them, in their
capacities as such, pro rata in accordance with such Defaulted
Amounts then owing to the Issuing Banks and the Swing Line
Bank; and"
(k) Section 2.15(c)(ii) is amended in full to read as follows:
"(ii) second, to the Issuing Banks and the Swing Line
Bank for any amounts then due and payable to them hereunder,
in their capacities as such, pro
11
rata by such Defaulting Lender, in accordance with such
amounts then due and payable to the Issuing Banks and the
Swing Line Bank;"
(l) Section 2.17(a) is amended in full to read as follows:
"The U.S. Borrower may, at any time and from time to
time prior to the Termination Date, by notice to the
Administrative Agent, request the addition of a new facility
pursuant to an increase in the Tranche B Term Commitments
(each, a "COMMITMENT INCREASE") equal to up to the sum of U.S.
$95,000,000 (or the Equivalent in Euros thereof) plus the High
Yield Add-On Proceeds (or the Equivalent in Euros thereof) in
the aggregate to be effective as of a date that is at least 90
days prior to the scheduled Termination Date then in effect
(the "INCREASE DATE") as specified in the related notice to
the Administrative Agent; provided, however, that (i) in no
event shall the aggregate amount of all of the Increases
exceed the sum of U.S. $95,000,000 (or the Equivalent in Euros
thereof) plus the High Yield Add-On Proceeds (or the
Equivalent in Euros thereof), (ii) on the date of any request
by the U.S. Borrower for a Commitment Increase and on the
related Increase Date, the applicable conditions set forth in
Section 3.02 and in clause (d) of this Section 2.17 shall be
satisfied and, to the extent such Commitment Increase is to be
used to finance a Permitted Acquisition or the Pending
Acquisition, the conditions set forth in respectively the
definition of Permitted Acquisition or in Section 5.02(f)(vii)
shall be satisfied, and (iii) such new facility shall contain
such other terms as may be agreed by the U.S. Borrower and the
Agents."
(m) Section 3.02 is amended by deleting the first paragraph
thereof and replacing it with the following new paragraph:
"SECTION 3.02. Conditions Precedent to Each Borrowing
and Issuance and Renewal. The obligation of each Appropriate
Lender to make an Advance (other than a Letter of Credit
Advance made by an Issuing Bank or a Revolving Credit Lender
pursuant to Section 2.03(c) and a Swing Line Advance made by a
Revolving Credit Lender pursuant to Section 2.02(b)) on the
occasion of each Borrowing (including the initial Borrowing),
and the obligation of each Issuing Bank to issue a Letter of
Credit (including the initial issuance) or renew a Letter of
Credit and the right of the U.S. Borrower to request a Swing
Line Borrowing, shall be subject (a) to the further conditions
precedent that on the date of such Borrowing or issuance or
renewal the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing, Notice of
Issuance or Notice of Renewal and the acceptance by the
Applicable Borrower of the proceeds of such Borrowing or of
such Letter of Credit or the renewal of such Letter of Credit
shall constitute a representation and warranty by such
Borrower that both on the date of such notice and on the date
of such Borrowing or issuance or renewal such statements are
true):"
12
(n) Section 5.01(j) is amended by adding immediately after the
phrase "new direct Subsidiary" in clause (y) thereof the parenthetical
"(other than the Receivables Subsidiary)".
(o) Section 5.02(a) is amended by (i) deleting the word "and"
at the end of clause (vii); (ii) adding the word "and" to the end of
clause (viii) and (iii) adding a new clause (ix) immediately following
clause (viii) thereof to read as follows:
"(ix) Liens arising in connection with the Asset
Securitization."
(p) Section 5.02(b) is amended by (i) adding a new clause (D)
immediately following clause (C) of subsection (i) thereof to read as
follows:
"(D) Debt incurred in the Asset Securitization, which
Debt is non-recourse to the U.S. Borrower and its Subsidiaries
(other than the Receivables Subsidiary) to the extent
customary in structured finance transaction of such type; and"
and (ii) deleting the phrase "subordinated on terms reasonably
acceptable to the Administrative Agent to the Debt under the Loan
Documents" in subsection (ii)(O).
(q) Section 5.02(e) is amended in full to read as follows:
"(e) Sales, Etc., of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any of its Subsidiaries to
sell, lease, transfer or otherwise dispose of any assets, or
grant any option or other right to purchase, lease or
otherwise acquire any assets, except:
(i) sales, leases, transfers and
dispositions of assets in the ordinary course of its
business;
(ii) in a transaction authorized by Section
5.02(d) (other than subsection (iv) thereof);
(iii) sales and other dispositions of assets
for fair market value of not more than
U.S.$25,000,000 in any one Fiscal Year and
U.S.$75,000,000 in the aggregate for all such
transactions (of which at least 75% shall be payable
in cash); provided that the Borrowers shall, on the
first anniversary of the date of receipt by any Loan
Party or any of its Subsidiaries of the Net Cash
Proceeds from such sale, prepay the Advances if and
to the extent required by Section 2.06(b)(ii).
(iv) sales or other dispositions of assets
permitted by Section 5.02(f); and
(v) the sale of accounts receivable in
connection with the Asset Securitization, which sale
is non-recourse with respect to the U.S. Borrower and
its Subsidiaries (other than the Receivables
Subsidiary) to
13
the extent customary in structured finance
transactions of such type; provided that the U.S.
Borrower shall, on the date of receipt by any Loan
Party or any of its Subsidiaries of the net cash
proceeds from the initial sale or, to the extent of
any subsequent net increase in the aggregate
receivables pool funded by the Asset Securitization,
any incremental sale, prepay the Advances if and to
the extent required by Section 2.06(b)(ii)."
(r) Section 5.02(q) is added to the Credit Agreement and shall
read as follows:
"(q) Proceeds of Securitization of Receivables.
Commingle, or permit any Subsidiary of the Borrowers to
commingle, amounts relating to the Securitization Receivables
that have been sold pursuant to the Asset Securitization with
cash or any other amounts of the Borrowers and their
respective Subsidiaries."
(s) Section 5.04(a) is amended by deleting the table set forth
therein in its entirety and substituting therefor the following table:
14
QUARTER ENDING RATIO
-------------- -----
March 31, 2002 4.90:1.00
June 30, 2002 4.90:1.00
September 30, 2002 4.90:1.00
December 31, 2002 4.90:1.00
March 31, 2003 4.50:1.00
June 30, 2003 4.50:1.00
September 30, 2003 4.50:1.00
December 31, 2003 4.50:1.00
March 31, 2004 4.10:1.00
June 30, 2004 4.10:1.00
September 30, 2004 4.10:1.00
December 31, 2004 4.10:1.00
March 31, 2005 3.75:1.00
June 30, 2005 3.75:1.00
September 30, 2005 3.75:1.00
December 31, 2005 3.75:1.00
March 31, 2006 3.25:1.00
June 30, 2006 3.25:1.00
September 30, 2006 3.25:1.00
December 31, 2006 3.25:1.00
For each fiscal quarter thereafter 3.00:1.00
(t) Section 5.04(b) is amended by deleting the table set forth
therein in its entirety and substituting therefor the following table:
15
QUARTER ENDING RATIO
-------------- -----
March 31, 2002 2.00:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.00:1.00
March 31, 2003 2.15:1.00
June 30, 2003 2.15:1.00
September 30, 2003 2.15:1.00
December 31, 2003 2.15:1.00
March 31, 2004 2.30:1.00
June 30, 2004 2.30:1.00
September 30, 2004 2.30:1.00
December 31, 2004 2.30:1.00
March 31, 2005 2.60:1.00
June 30, 2005 2.60:1.00
September 30, 2005 2.60:1.00
December 31, 2005 2.60:1.00
March 31, 2006 2.90:1.00
June 30, 2006 2.90:1.00
September 30, 2006 2.90:1.00
December 31, 2006 2.90:1.00
For each fiscal quarter thereafter 3.00:1.00
(u) Section 6.01 is amended by deleting the last paragraph
thereof and replacing it with the following new paragraph:
"then, and in any such event, the Administrative Agent (i)
shall at the request, or may with the consent, of the Required
Lenders, by notice to the U.S. Borrower, declare the
Commitments of each Lender Party and the obligation of each
Lender Party to make Advances (other than Letter of Credit
Advances by an Issuing Bank or a Revolving Credit Lender
pursuant to Section 2.03(c) and Swing Line Advances by a
Revolving Credit Lender pursuant to Section 2.02(b)) and of
each Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall
at the request, or may with the consent, of the Required
Lenders, by notice to the U.S. Borrower, declare the Advances
and the Notes, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to
be forthwith due and payable, whereupon the Advances and the
Notes, all such interest and all such amounts shall become and
16
be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby
expressly waived by the Borrowers, and; provided, however,
that, in the event of an actual or deemed entry of an order
for relief with respect to any Borrower under the Federal
Bankruptcy Code, (x) the Commitments of each Lender Party and
the obligation of each Lender Party to make Advances (other
than Letter of Credit Advances by an Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.03(c) and Swing
Line Advances by a Revolving Credit Lender pursuant to Section
2.02(b)) and of each Issuing Bank to issue Letters of Credit
shall automatically be terminated and (y) the Advances and the
Notes, all such interest and all such amounts shall
automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrowers."
(v) Section 6.02 is amended by inserting the word "relevant"
immediately before the phrase "Issuing Bank" in the last sentence
thereof.
(w) Section 7.01 is amended deleting the word "the"
immediately before the phrase "Issuing Bank" in the first sentence
thereof and replacing it with the word "an".
(x) Section 7.05(b) is amended in full to read as follows:
"(b) Each Lender Party severally agrees to indemnify
each Issuing Bank (to the extent not promptly reimbursed by
the U.S. Borrower) from and against such Lender Party's
ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by, or
asserted against such Issuing Bank in any way relating to or
arising out of the Loan Documents or any action taken or
omitted by such Issuing Bank under the Loan Documents;
provided, however, that no Lender Party shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Issuing Bank's gross
negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction.
Without limitation of the foregoing, each Lender Party agrees
to reimburse such Issuing Bank promptly upon demand for its
ratable share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the U.S.
Borrower under Section 8.04, to the extent that such Issuing
Bank is not promptly reimbursed for such costs and expenses by
the U.S. Borrower."
(y) Section 7.05(c) is amended in full to read as follows:
"(c) For purposes of this Section 7.05, the Lender
Parties' respective ratable shares of any amount shall be
determined, at any time, according to the sum of (i) the
aggregate principal amount of the Advances outstanding at such
time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount
of all Letters of Credit outstanding at
17
such time, (iii) the aggregate unused portions of their
respective Tranche A U.S. Term Commitments, Tranche A Euro
Term Commitments and Tranche B Term Commitments at such time
and (iv) their respective Unused Revolving Credit Commitments
at such time; provided that the aggregate principal amount of
Swing Line Advances owing to the Swing Line Bank and the
Letter of Credit Advances owing to any Issuing Bank shall be
considered to be owed to the Revolving Credit Lenders ratably
in accordance with their respective Revolving Credit
Commitments. The failure of any Lender Party to reimburse any
Agent or any Issuing Bank, as the case may be, promptly upon
demand for its ratable share of any amount required to be paid
by the Lender Parties to such Agent or such Issuing Bank, as
the case may be, as provided herein shall not relieve any
other Lender Party of its obligation hereunder to reimburse
such Agent or such Issuing Bank, as the case may be, for its
ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to
reimburse such Agent or such Issuing Bank, as the case may be,
for such other Lender Party's ratable share of such amount.
Without prejudice to the survival of any other agreement of
any Lender Party hereunder, the agreement and obligations of
each Lender Party contained in this Section 7.05 shall survive
the payment in full of principal, interest and all other
amounts payable hereunder and under the other Loan Documents."
(z) Section 9.01 is amended by deleting the second to last
proviso thereof and replacing it with the following new proviso:
"provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Swing Line Bank or each
Issuing Bank, as the case may be, in addition to the Lenders
required above to take such action, affect the rights or
obligations of the Swing Line Bank or of the Issuing Banks, as
the case may be, under this Agreement;"
(aa) Section 9.02 is amended by deleting the address of the
U.S. Borrower therein and replacing it with the new address "15455
Dallas Parkway Suite 1100, Addison, Texas 75001".
(bb) Section 9.07(f) is amended in full to read as follows:
"(f) Each Issuing Bank may assign to an Eligible
Assignee all or a portion of its rights and obligations under
the undrawn portion of its Letter of Credit Commitment at any
time; provided, however, that (i) each such assignment shall
be to an Eligible Assignee and (ii) the parties to each such
assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance. No processing or recordation fee
shall be due."
(cc) Section 9.09 is amended in full to read as follows:
18
"SECTION 9.09. No Liability of the Issuing Banks. The
U.S. Borrower assumes all risks of the acts or omissions of
any beneficiary or transferee of any Letter of Credit with
respect to its use of such Letter of Credit. Neither any
Issuing Bank nor any of its officers or directors shall be
liable or responsible for: (a) the use that may be made of any
Letter of Credit or any acts or omissions of any beneficiary
or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or
all respects invalid, insufficient, fraudulent or forged; (c)
payment by such Issuing Bank against presentation of documents
that do not comply substantially with the terms of a Letter of
Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or
(d) any other circumstances whatsoever in making or failing to
make payment under any Letter of Credit, except that the U.S.
Borrower shall have a claim against such Issuing Bank, and
such Issuing Bank shall be liable to the U.S. Borrower, to the
extent of any direct, but not consequential, damages suffered
by the U.S. Borrower that the U.S. Borrower proves were caused
by (i) such Issuing Bank's willful misconduct or gross
negligence as determined in a final, non-appealable judgment
by a court of competent jurisdiction in determining whether
documents presented under any Letter of Credit comply with the
terms of the Letter of Credit or (ii) such Issuing Bank's
willful failure to make lawful payment under a Letter of
Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions
of the Letter of Credit. In furtherance and not in limitation
of the foregoing, such Issuing Bank may accept documents that
appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or
information to the contrary."
(dd) Schedule I is amended by (i) inserting opposite of
"Credit Suisse First Boston" under the caption "Letter of Credit
Commitment" the amount of "US$25,000,000.00" and (ii) deleting the
amount "US$50,000,000.00" set forth opposite "Wells Fargo Bank Texas,
N.A." under the caption "Letter of Credit Commitment" and replacing it
with the amount of "US$25,000,000.00".
(ee) The Credit Agreement is amended to add Schedule IV
thereto which shall be as set forth in Schedule I hereto.
SECTION 2. Waiver. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, each Lender agrees to waive
the requirements of Section 5.02(b) of the Credit Agreement solely with respect
to the letters of credit issued by Credit Suisse First Boston to the U.S.
Borrower after the Effective Date and before the date hereof and agrees to treat
each such letter of credit as a Letter of Credit issued by an Issuing Bank under
the Credit Agreement for all purposes thereof and of the Loan Documents.
SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, the
Agent shall have received (i) counterparts of this Amendment executed by the
Borrowers and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this
19
Amendment, (ii) the consent attached hereto executed by each Guarantor and each
Grantor, (iii) an amendment fee equal to 0.125% of the aggregate Commitments of
the Lenders as of the date hereof executing this Amendment on or prior to March
20, 2002 and (iv) evidence that the gross cash proceeds received by the U.S.
Borrower from the first issuance of Senior Subordinated Debt after March 1, 2002
are not less than $150,000,000 and that all Net Cash Proceeds in respect of such
issuance have been applied as a voluntary prepayment in accordance with Section
2.06(a) of the Credit Agreement to permanently reduce the Facilities (without
taking into account any portion of accrued interest with respect to such Senior
Subordinated Debt pre-funded by the holders thereof). The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein. This Amendment is subject to the provisions of Section 9.01 of the
Credit Agreement (it being understood that the provisions of this Amendment
relating to the Letter of Credit Facility shall only become effective pursuant
to this Section 3 upon the execution of this Amendment by the existing Issuing
Bank).
SECTION 4. Representations and Warranties of the Borrower.
Each Borrower represents and warrants as follows:
(a) On the date hereof, after giving effect to this Amendment,
no event has occurred and is continuing, or would result from the
effectiveness of this Amendment, that constitutes a Default.
(b) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by the Borrowers of this Amendment or other transactions
contemplated hereby.
(c) This Amendment has been duly executed and delivered by the
Borrowers. This Amendment and each of the other Loan Documents, as
amended hereby, to which the Borrower is a party are legal, valid and
binding obligations of the Borrower, enforceable against the Borrower
in accordance with their respective terms.
SECTION 5. Reference to and Effect on the Credit Agreement and
the Notes. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or
20
the Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 6. Costs, Expenses. Each Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
DRESSER, INC., as U.S. Borrower
By ____________________________
Name:
Title:
21
D.I. LUXEMBOURG S.A.R.L.,
as Euro Borrower
By ____________________________
Name:
Title:
DEG ACQUISITIONS, LLC, as Parent
By First Reserve Corporation, its Manager
By ____________________________
Name:
Title:
By ____________________________
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent
By ____________________________
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED, as
Collateral Agent
By ____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By ____________________________
Name:
Title:
By ____________________________
Name:
Title:
UBS WARBURG LLC,
as Documentation Agent
By ____________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent
By ____________________________
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO
TERM LENDERS AND TRANCHE A U.S. TERM
LENDERS
____________________________________
[Print Name of Financial Institution]
By ____________________________
Name:
Title:
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below has
been checked and is initialed)
_____________________________________
[Print Name of Financial Institution]
By ______________________________
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from the
Proceeds of the Issuance of the Senior Subordinated Debt (please initial).
DEG ACQUISITIONS, LLC, as Parent
By First Reserve Fund VIII, L.P., its Manager
By First Reserve GP VIII, L.P., its General Partner
By First Reserve Corporation, its General Partner
By
-----------------------------------------------
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent
By
-----------------------------------------------
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent
By
-----------------------------------------------
Name
Title:
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By
-----------------------------------------------
Name:
Title:
By
-----------------------------------------------
Name:
Title:
UBS WARBURG LLC,
as Documentation Agent
By
-----------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Allied Irish Banks plc
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Allstate Life Insurance Company
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Bank Leumi USA
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Bank of Tokyo-Mitsubishi Trust Company
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
BNP Paribas
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
COPERNICUS CDO EURO-I BV
as Assignee
By: ING Capital Advisors LLC, as Collateral
Manager
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Credit Industriel Et Commercial
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Credit Lyonnais New York Branch
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Credit Suisse First Boston
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
The Dai-Ichi Kangyo Bank, Ltd.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Erste Bank New York Branch
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Fortis Capital Corp.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Harbourmaster Loan Corporation B.V.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Indosuez Capital Funding IV, L.P.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
The Industrial Bank of Japan Trust Company
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Jubilee CDO I.B.V.
---------------------------------------------------
[Print Name of Financial Institution]
Executed by Barclays Capital Asset Management Limit
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
KZH CNC LLC
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
KZH ING-2 LLC
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Lloyds TSB Bank PLC
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Mountain Capital CLO 11 Ltd.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Muirfield Trading LLC
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Natexis Banques Populaires
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Nemean Clo, Ltd
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Octagon Investment Partners III, Ltd.
---------------------------------------------------
[Print Name of Financial Institution]
By: Octagon Credit Investors, LLC as
Portfolio Manger
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Octagon Investment Partners IV, Ltd.
---------------------------------------------------
[Print Name of Financial Institution]
By: Octagon Credit Investors, LLC as
Collateral Manger
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Olympic Funding Trust, Series 1999-1
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Orix Financial Services, Inc.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Riviera Funding LLC
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Suffield CLO, Limited
---------------------------------------------------
[Print Name of Financial Institution]
By: David L. Babson & Co. Inc. as
Collateral Manager
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Thermopylae Funding Corp.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Transamerica Business Capital Corporation
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Wells Fargo Bank Texas, N.A.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM LENDERS AND
TRANCHE A U.S. TERM LENDERS
Winged Foot Funding Trust
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-Managing Agent
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AIMCO CDO SERIES 2000-A
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AIMCO CLO SERIES 2001-A
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
ALLSTATE LIFE INSURANCE COMPANY
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-advisor
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AMARA-2 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-advisor
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Dresser, Inc. Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manger
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Dresser, Inc. Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manger
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
APEX (IDM) CDO 1, LTD.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
APEX (TRIMARAN) CDO 1, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
ARCHIMEDES FUNDING III, LTD.
--------------------------------------------------
By: ING Capital Advisors LLC as Collateral Manager
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment from
the Issuance of Senior Subordinated Debt (unless the
box below has been checked and is initialed)
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
----------------------------------------------------
By: ING Capital Advisors, LLC, as Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ARES Leveraged Investment Fund II, LP
By: ARES Management II, LP
Its: General Partner
[Print Name of Financial Institution]
By
----------------------------------
Name:
Title:
ARES IV CLO LTD.
----------------------------------------
By: ARES CLO Management IV, L.P. as
Investment Manger
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
ARES III CLO LTD.
----------------------------------------
By: ARES CLO Management LLC
Its: Investment Manger
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ATHENA CDO, LIMITED (ACCT 1277)
----------------------------------------
By: Pacific Investment Management
Company LLC, as its Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AVALON CAPITAL LTD.
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AVALON CAPITAL LTD. 2
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANK OF MONTREAL
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANKERS TRUST COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BLACK DIAMOND CLO 2000-1 LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CAPTIVA III FINANCE LTD. (ACCT. 275),
----------------------------------------
as advised by Pacific Investment
Management Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
----------------------------------------
as advised by Pacific Investment
Management Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CENTURION CDO II, LTD.
----------------------------------------
By: American Express Asset Management
Group Inc. as Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CENTURION CDO III
----------------------------------------
By: American Express Asset Management
Group Inc. as Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CHARTER VIEW PORTFOLIO
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
COLUMBUS LOAN FUNDING LTD.
----------------------------------------
By: Travelers Asset Management
International Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
COSTANTINUS EATON VANCE CDO V, LTD.
----------------------------------------
By: Eaton Vance Management as Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CONTINENTAL CASUALTY COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DEBT STRATEGIES FUND, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DELANO COMPANY (ACCT 274)
----------------------------------------
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DENALI CAPITAL LLC, management member of
DC Funding Partners LLC, portfolio
manager for DENALI CAPITAL CLO I, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DIVERSIFIED CREDIT PORTFOLIO LTD.
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
EATON VANCE CDO II, LTD.
----------------------------------------
By: EATON VANCE Management as Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
EATON VANCE CDO III, LTD.
----------------------------------------
By: EATON VANCE Management as Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
EATON VANCE CDO IV, LTD.
----------------------------------------
By: EATON VANCE Management as Investment
Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
EATON VANCE SENIOR INCOME TRUST
----------------------------------------
By: EATON VANCE Management as Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
------------------------------------------
By: EATON VANCE Management as Investment
Advisor
[Print Name of Financial Institution]
By
---------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ELC (CAYMAN) LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ELC (CAYMAN) LTD. CDO SERIES 1991-1
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ENDURANCE CLO I, LTD.
----------------------------------------
By: ING Capital Advisors LLC, as
Portfolio Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE
HIGH INCOME FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FIRST SUNAMERICA LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FLAGSHIP CLO 2001-1
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FRANKLIN CLO II, LIMITED
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FRANKLIN FLOATING RATE MASTER SERIES
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
GALAXY CLO 1991-1, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
GRAYSON & CO.
----------------------------------------
By: Boston Management and Research as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
HAMILTON CDO, LTD
----------------------------------------
By: Stanfield Capital Partners LLC as
its Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
HARBOUR TOWN FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
HARBOURVIEW CLO IV LTD., FUND
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
IKB CAPITAL CORPORATION
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND
HOLDINGS, LTD.
By: ING Capital Advisors LLC as Investment Manager
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
ING PRIME RATE TRUST
By: ING Investments, LLC as its investment manager
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
J.H. WHITNEY MARKET VALUE FUND, L.P.
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
JISSEKIKUN FUNDING, LTD (Acct 1288)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive Prepayment
from the Issuance of Senior Subordinated Debt
(unless the box below has been checked and is
initialed)
JUPITER FUNDING TRUST
---------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KATONAH II, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CNC LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT-3 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CYPRESSTREE-1 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH ING-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH ING-3 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH PONDVIEW LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH RIVERSIDE LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH SOLEIL LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH SOLEIL-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH STERLING LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH WATERSIDE LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LCM I LIMITED PARTNERSHIP
----------------------------------------
By: Lyon Capital Management LLC,
as Attorney-in-Fact
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND.
-------------------------------------------------------
By: Stein Roe & Farnham Incorporated, as Advisor
-------------------------------------------------------
[Print Name of Financial Institution]
By
----------------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LONG LANE MASTER TRUST IV
----------------------------------------
By: Fleet National Bank as Trust
Administrator
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LONGHORN CDO II, LTD.
----------------------------------------
By: Merrill Lynch Investment Managers,
L.P. as Investment Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MAGNETITE ASSET INVESTORS III L.L.C.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MASS MUTUAL HIGH YIELD PARTNERS II, LLC
----------------------------------------
By: HYP Management Inc.,
as Managing Member
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MASTER SENIOR FLOATING RATE TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
METROPOLITAN LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD,
----------------------------------------
By: ING Investments, LLC as its
investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
----------------------------------------
By: ING Investments, LLC
as its investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MOUNTAIN CAPITAL CLO 11 LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NEMEAN CLO, LTD
----------------------------------------
By: ING Capital Advisors LLC.
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NEWTON CDO LTD
----------------------------------------
By: David L. Babson & Co., Inc.
as Collateral Agent
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NOMURA BOND & LOAN FUND
By: JFJ Trust Company of New York
as Trustee
By: Normura Corporate Research and Asset
Management Inc. Attorney-in-fact
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORSE CBO, LTD.
----------------------------------------
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to
delegated authority
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTH AMERICAN SENIOR FLOATING RATE FUND INC.
--------------------------------------------------
By: Stanfield Capital Partners LLC as Subadvisor
--------------------------------------------------
[Print Name of Financial Institution]
By
----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL, LIMITED
----------------------------------------
By: Angelo, Gordon & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL II, LIMITED
----------------------------------------
By: Angelo, Gordon & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL III, LIMITED
----------------------------------------
By: Angelo, Gordon & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORA CDO 2001, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NUVEEN FLOATING RATE FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OAK HILL CREDIT PARTNERS I, LIMITED
----------------------------------------
By: Oak Hill CLO Management, LLC
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OAK HILL SECURITIES FUND, L.P.
----------------------------------------
By: Oak Hill Securities GenPar L.P.
its General Partner
By: Oak Hill Securities Mgr, Inc.
its General Partner
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OAK HILL SECURITIES FUND II, L.P.
----------------------------------------
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.
its General Partner
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1 LTD.
--------------------------------------------------
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
--------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OCTAGON INVESTMENT PARTNERS III, LTD.
----------------------------------------
By: Octagon Credit Investors, LLC
as Portfolio Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OCTAGON INVESTMENT PARTNERS IV, LTD.
----------------------------------------
By: Octagon Credit Investors, LLC
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PAXDEN & RYGEL HIGH INCOME FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PILGRIM CLO 1991-1 LTD.
----------------------------------------
By: ING Investments, LLC
as its investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PINEHURST TRADING, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PPM SHADOW CREEK FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PPM SPYGLASS FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PRINCIPAL LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
----------------------------------------
By: CPF Asset Advisors, LLC
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
--------------------------------------------------
[Print Name of Financial Institution]
By
-----------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ROYALTON COMPANY (Acct 280)
---------------------------------------------------
By: Pacific Investment Management Company LLC,
as its Investment Advisor
---------------------------------------------------
[Print Name of Financial Institution]
By
------------------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BRANT POINT CBO 1999-1 LTD.,
as Term Lender
----------------------------------------
By: Sankaty Advisors, Inc.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BRANT POINT II CBO 2000-1 LTD., as
Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
GREAT POINT CLO 1999-1 LTD., as
Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
RACE POINT CLO, LIMITED, as Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SANKATY HIGH YIELD PARTNERS II, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SANKATY HIGH YIELD PARTNERS III, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SAWGRASS TRADING LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SCUDDER FLOATING RATE FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEABOARD CLO 2000 LTD.
By: ORIX Capital Markets, LLC
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SENIOR HIGH INCOME PORTFOLIO, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SENIOR LOAN FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS - CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS - CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC as
its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS - ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, As
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc. As Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company
LLC, as its Investment Advisor
-------------------------------------
[Print Name of Financial Institution]
By
--------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SEQUILS-PILGRIM I, LTD
By: ING Investments, LLC as its
investment manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SIERRA CLO I
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SIMSBURY CLO, LIMITED
By: Mass Mutual Life Insurance Company
as Collateral Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
STANFIELD QUATTRO CLO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SUFFIELD CLO, LTD.
By: David L. Babson & Co., Inc.
as Collateral Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SUNAMERICA LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SWISS LIFE US RAINBOW LIMITED
By: ING Capital Advisors LLC
as Investment Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
TARA HILL B.V.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc.
as its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THERMOPYLAE FUNDING CORP.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
TORONTO DOMINION (NEW YORK), INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
TRAVELERS CORPORATE LOAN FUND INC.
By: Travelers Asset Management
International Company LLC
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THE TRAVELERS INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
UBS AG, STAMFORD BRANCH
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
VENTURE CDO 2002, LIMITED
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
as its Investment Manager
-----------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
WINGED FOOT FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
ISSUING BANKS
WELLS FARGO BANK, N.A.
By ___________________________
Name:
Title:
2
CREDIT SUISSE FIRST BOSTON
By __________________________
Name:
Title:
By __________________________
Name:
Title:
SWING LINE BANK
WELLS FARGO BANK TEXAS, N.A.
By __________________________
Name:
Title:
CONSENT
Dated as of March 13, 2002
Each of the undersigned as a Loan Party under the Credit
Agreement referred to in the foregoing Amendment and as Grantor under the
Security Agreement dated as of April 10, 2001 (the "SECURITY AGREEMENT") in
favor of the Collateral Agent, for its benefit and the benefit of the Lenders
parties to the Credit Agreement referred to in the foregoing Amendment, hereby
consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, each Loan Document is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in each Loan Document to the "Credit Agreement",
"thereunder", "thereof" or words of like import shall mean and be a reference to
the Credit Agreement, as amended by such Amendment, and (b) the Collateral
Documents to which such Grantor is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein).
DRESSER INTERNATIONAL, INC.
By ___________________________
Name:
Title:
DRESSER RE, INC.
By ___________________________
Name:
Title:
DRESSER RUSSIA, INC.
By ___________________________
Name:
Title: